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12 Feb 2026 15:19
12 February 2026
CORRECTION OF DIRECTOR/PDMR NOTIFICATION
The following amendment has been made to the announcement titled "Vesting of RSU Award PDMR Dealing" released on 4 February 2026 at 14:27 under RNS No: 7479R
This announcement replaces the announcement made on 4 February 2026 with respect to the number of Shares withheld for taxes on the vesting of the 2023 and 2024 Long-Term Incentive Plan Restricted Stock Unit Awards (the "LTIP RSU Awards")to Timothy S. Nicholls. Subsequent to the announcement, additional shares were withheld to cover tax obligations arising from the vesting of the LTIP RSU Awards. Because the PDMR is on an expatriate assignment, federal taxes were not initially withheld. Once the correct tax rates were applied, additional shares were withheld for the required tax obligation. All other details in the announcement made on 4 February 2026 remain the same. The notification for Timothy S. Nicholls with the correct figures is therefore restated below.
International Paper Company (the "Company") - Transaction NotificationVesting of RSU Award
PDMR Dealing
NOTIFICATION OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES ("PDMRs") IN SHARES OF COMMON STOCK OF PAR VALUE $1.00 EACH IN THE COMPANY ("SHARES")
Vesting of the International Paper Company 2023 and 2024 Long-Term Incentive Plan ("LTIP") Restricted Stock Unit ("RSU") Awards
International Paper Company (NYSE: IP; LSE: IPC), a global leader in sustainable packaging solutions, announces the vesting of RSUs in respect of Shares on 1 February 2026. Following this vesting, the Company on 2 February 2026 withheld Shares on behalf of each PDMR to satisfy tax obligations.
These Shares were issued as part of RSU awards previously granted to PDMRs on 1 January 2023 and 1 January 2024, under the Company's LTIP.
RSUs are earned based on the passage of time and, in most cases, dependent on continued employment with the Company. The amount ultimately earned may include the reinvestment of dividends earned on Shares actually paid upon vesting and is dependent on the Company's stock price on the vest date. RSUs vest annually in equal, one-third tranches over the three-year grant period on each 1st of February commencing after the first anniversary of the grant.
The notifications set out below are made in accordance with the requirements of Article 19 of the UK Market Abuse Regulation.
1. | Details of person discharging managerial responsibility ("PDMR") / person closely associated with them ("PCA") | |||||||||||||
a) | Name | Timothy S. Nicholls | ||||||||||||
b) | Position / status | Executive Vice President, Packaging Solutions - Europe, Middle East and Africa | ||||||||||||
c) | Initial notification / amendment | Initial Notification | ||||||||||||
2. | Details of the issuer
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a) | Name | International Paper Company | ||||||||||||
b) | LEI | 824LMFJDH41EY779Q875 | ||||||||||||
3. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
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a) | Description and identifier of the financial instrument | International paper shares of common stock of par value $1.00 each ("Shares") ISIN: US4601461035 | ||||||||||||
b) | Nature of the transaction | Additional shares were withheld to cover tax obligations due to an administrative error.
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c) | Price(s) andvolume(s) |
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d) | Aggregated information Aggregated volume Price | N/A | ||||||||||||
e) | Date of the transaction | 2 February 2026 | ||||||||||||
f) | Place of the transaction | Outside a trading venue | ||||||||||||
1. | Details of person discharging managerial responsibility ("PDMR") / person closely associated with them ("PCA") | |||||||||||||
a) | Name | W. Thomas Hamic | ||||||||||||
b) | Position / status | Executive Vice President and President- Packaging Solutions North America | ||||||||||||
c) | Initial notification / amendment | Initial Notification | ||||||||||||
2. | Details of the issuer
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a) | Name | International Paper Company | ||||||||||||
b) | LEI | 824LMFJDH41EY779Q875 | ||||||||||||
3. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
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a) | Description and identifier of the financial instrument | Shares of common stock of par value $1.00 each ("Shares") ISIN: US4601461035 | ||||||||||||
b) | Nature of the transaction | Acquisition of Shares following the vesting of RSUs granted on 1 January 2023 and 1 January 2024 under the LTIP (including dividend equivalents arising from the vesting). Certain Shares are withheld and sold to cover tax obligations due on the vesting of earned RSUs.
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c) | Price(s) andvolume(s) |
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d) | Aggregated information Aggregated volume Price | 1. 7,663 2. $0.00 3. 2,677 4. $40.32 | ||||||||||||
e) | Date of the transaction | 1 February 2026 (vesting); 2 February 2026 (shares withheld for taxes) | ||||||||||||
f) | Place of the transaction | 1. Outside a trading venue 2. New York Stock Exchange | ||||||||||||
1. | Details of person discharging managerial responsibility ("PDMR") / person closely associated with them ("PCA") | |||||||||||||
a) | Name | Joseph R. Saab | ||||||||||||
b) | Position / status | Senior Vice President, General Counsel and Corporate Secretary | ||||||||||||
c) | Initial notification / amendment | Initial Notification | ||||||||||||
2. | Details of the issuer
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a) | Name | International Paper Company | ||||||||||||
b) | LEI | 824LMFJDH41EY779Q875 | ||||||||||||
3. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
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a) | Description and identifier of the financial instrument | Shares of common stock of par value $1.00 each ("Shares") ISIN: US4601461035 | ||||||||||||
b) | Nature of the transaction | Acquisition of Shares following the vesting of RSUs granted on 1 January 2023 and 1 January 2024 under the LTIP (including dividend equivalents arising from the vesting). Certain Shares are withheld and sold to cover tax obligations due on the vesting of earned RSUs.
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c) | Price(s) andvolume(s) |
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d) | Aggregated information Aggregated volume Price | 1. 4,320 2. $0.00 3. 1,614 4. $40.32 | ||||||||||||
e) | Date of the transaction | 1 February 2026 (vesting); 2 February 2026 (shares withheld for taxes) | ||||||||||||
f) | Place of the transaction | 1. Outside a trading venue 2. New York Stock Exchange | ||||||||||||
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